<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 2000
or
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from n/a to n/a
----------
Commission File Number 0-27192
ASCENT ENTERTAINMENT GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1930707
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9197 South Peoria Street
Englewood, Colorado 80112
(Address of principal executive office)
(720) 875-5400
(Registrant's telephone number, including area code)
9197 South Peoria Street
Englewood, CO 80112
(Former address of principal executive offices)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes No X(*)
--- ---
The number of shares outstanding of the Registrant's Common Stock as of June 30,
2000 was 1,000 shares.
(*) The Registrant filed a Form 15 with the Securities and Exchange Commission
on June 8, 2000 and is no longer subject to such filing requirements. This
filing is being made in accordance with the requirements of the Registrant's
Indenture for its 11.875% Senior Secured Notes.
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ASCENT ENTERTAINMENT GROUP, INC.
(A WHOLLY-OWNED SUBSIDIARY OF LIBERTY MEDIA CORPORATION)
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value amounts)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
------------ --------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 33,247 $ 60,349
Receivables, net 36,847 33,492
Receivable from stockholder (Note 2) 1,946 --
Prepaid expenses and other current assets 1,856 3,592
Net assets of discontinued operations (Note 3) 97,499 82,216
------------ --------------
Total current assets 171,395 179,649
------------ --------------
Property and equipment, net 307,136 294,498
Goodwill, net 86,878 90,086
Investments (Note 4) 2,364 364
Deferred income taxes 9,766 9,320
Other assets, net 6,725 7,384
------------ --------------
Total Assets $ 584,264 $ 581,301
============ ==============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 32,784 $ 32,038
Deferred income 2,142 788
Other taxes payable 6,179 5,476
Accrued compensation 9,734 10,715
Income taxes payable 1,783 1,680
Current portion of capital lease obligations 986 2,533
Other accrued liabilities 14,817 15,140
------------ --------------
Total current liabilities 68,425 68,370
------------ --------------
Long-term debt (Note 5) 374,201 339,922
Obligations under capital leases and other long-term
liabilities 2,043 2,082
------------ --------------
Total liabilities 444,669 410,374
------------ --------------
Minority interest 66,724 71,206
Commitments and contingencies (Note 6) -- --
Stockholder's equity (Note 2):
Preferred stock, par value $.01 per
share, 5,000 shares authorized and none
outstanding at December 31, 1999 and
none authorized at June 30, 2000 -- --
Common stock, par value $.01 per share,
60,000,000 shares authorized, 29,756,000
shares issued and outstanding at December
31, 1999; 50,000 shares authorized, and 1,000
shares issued and outstanding at June 30, 2000 1 297
Additional paid-in capital 307,665 307,873
Accumulated deficit (234,795) (208,449)
------------ --------------
Total stockholder's equity 72,871 99,721
------------ --------------
Total Liabilities and Stockholder's Equity $ 584,264 $ 581,301
============ ==============
</TABLE>
See accompanying notes to these condensed unaudited consolidated financial
statements.
2
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ASCENT ENTERTAINMENT GROUP, INC.
(A WHOLLY-OWNED SUBSIDIARY OF LIBERTY MEDIA CORPORATION)
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share amounts and shares outstanding)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues $ 71,325 $ 68,268 $ 141,361 $ 134,596
------------- ------------- ------------- -------------
Operating expenses:
Cost of services 49,582 46,854 98,481 92,032
Depreciation and amortization 23,190 26,778 43,880 52,028
General and administrative 939 4,927 17,768 7,909
------------- ------------- ------------- -------------
Total operating expenses 73,711 78,559 160,129 151,969
------------- ------------- ------------- -------------
Loss from continuing operations before
interest, taxes and minority interest (2,386) (10,291) (18,768) (17,373)
Interest and other income, net 641 2,670 1,531 3,479
Interest expense (8,407) (7,095) (16,900) (13,950)
------------- ------------- ------------- -------------
Loss from continuing operations before taxes
and minority interest (10,152) (14,716) (34,137) (27,844)
Income tax benefit (expense) (756) 988 (862) 1,303
------------- ------------- ------------- -------------
Loss from continuing operations before
minority interest (10,908) (13,728) (34,999) (26,541)
Minority interest in loss of subsidiary, net
of taxes 3,042 3,652 5,022 6,612
------------- ------------- ------------- -------------
Loss from continuing operations (7,866) (10,076) (29,977) (19,929)
Income (loss) from discontinued operations,
net of taxes (Note 3) 6,643 225 3,631 (9,017)
Gain from sale of discontinued operations,
net of taxes (Note 3) -- -- -- 3,237
------------- ------------- ------------- -------------
Net loss $ (1,223) $ (9,851) $ (26,346) $ (25,709)
============= ============= ============= =============
</TABLE>
See accompanying notes to these condensed unaudited consolidated financial
statements.
3
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ASCENT ENTERTAINMENT GROUP, INC.
(A WHOLLY-OWNED SUBSIDIARY OF LIBERTY MEDIA CORPORATION)
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
2000 1999
-------------- --------------
<S> <C> <C>
Operating activities:
Net loss $ (26,346) $ (25,709)
Adjustments to reconcile net loss to net cash provided by continuing
operations:
(Gain) loss from discontinued operations, net (3,631) 5,780
Depreciation and amortization 43,880 52,028
Minority interest in losses of subsidiary (5,022) (6,612)
Interest accretion on Senior Secured Notes 9,283 8,463
Changes in operating assets and liabilities (94) (5,199)
-------------- --------------
Net cash provided by operating
activities of continuing operations 18,070 28,751
Net cash provided by (used in) discontinued operations (12,863) 7,884
-------------- --------------
Net cash provided by operating activities 5,207 36,635
-------------- --------------
Investing activities:
Proceeds from sale of Beacon Communications, LLC -- 15,893
Purchase of property and equipment (53,744) (40,858)
Payments on notes receivable -- 1,322
Proceeds from sale of investments -- 1,758
Joint venture investment (2,000) --
-------------- --------------
Net cash used in investing activities (55,744) (21,885)
-------------- --------------
Financing activities:
Proceeds from borrowings under credit facilities 25,000 10,000
Payments on obligations under capital lease (1,565) --
-------------- --------------
Net cash provided by financing activities 23,435 10,000
-------------- --------------
Net increase (decrease) in cash and cash equivalents (27,102) 24,750
Cash and cash equivalents, beginning of period 60,349 44,576
-------------- --------------
Cash and cash equivalents, end of period $ 33,247 $ 69,326
============== ==============
Supplemental cash flow information:
Interest paid, net of interest capitalized $ 6,633 $ 5,072
============== ==============
Income taxes paid $ 374 $ 308
============== ==============
</TABLE>
See accompanying notes to these condensed unaudited consolidated financial
statements.
4
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ASCENT ENTERTAINMENT GROUP, INC.
(A WHOLLY-OWNED SUBSIDIARY OF LIBERTY MEDIA CORPORATION)
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
2000 1999 2000 1999
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Net loss $ (1,223) $ (9,851) $ (26,346) $ (25,709)
Other comprehensive loss:
Unrealized loss on securities -- (1,024) -- (1,143)
Income tax benefit related
to other comprehensive income -- 358 -- 400
-------------- -------------- -------------- --------------
Other comprehensive loss, net of tax -- (666) -- (743)
-------------- -------------- -------------- --------------
Comprehensive loss $ (1,223) $ (10,517) $ (26,346) $ (26,452)
============== ============== ============== ==============
</TABLE>
See accompanying notes to these condensed unaudited consolidated financial
statements.
5
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ASCENT ENTERTAINMENT GROUP, INC.
(A WHOLLY-OWNED SUBSIDIARY OF LIBERTY MEDIA CORPORATION)
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. GENERAL
The accompanying unaudited condensed consolidated financial statements have
been prepared by Ascent Entertainment Group, Inc. ("Ascent" or the "Company")
pursuant to the rules and regulations of the Securities and Exchange Commission
(the "Commission"). These financial statements should be read in the context of
the consolidated financial statements and notes thereto filed with the
Commission in the Company's 1999 Annual Report on Form 10-K. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such regulations. The accompanying condensed consolidated
financial statements reflect all adjustments and disclosures which are, in the
opinion of management, necessary for a fair presentation. All such adjustments
are of a normal recurring nature. The results of operations for the interim
periods are not necessarily indicative of the results for the entire year.
2. ORGANIZATION AND BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
Ascent and its majority-owned subsidiary, On Command Corporation ("OCC"). Ascent
Network Services, Inc. ("ANS"), formerly a wholly owned subsidiary of Ascent was
merged into Ascent and became an operating division of Ascent on May 30, 1997.
Significant intercompany transactions have been eliminated. The Company's
discontinued operations are comprised of the results of the Company's former
entertainment segment, which included the Denver Nuggets, the Colorado Avalanche
and Ascent Arena Company (the "Arena Company"), the owner and manager of the
Pepsi Center (collectively the "Sports-related businesses"), which the Company
sold on July 6, 2000 (see Note 3). In addition, discontinued operations also
include the results of the Company's former subsidiary, Beacon Communications,
LLC ("Beacon"), in which a 90% interest was sold on January 20, 1999 and the
remaining 10% was sold on July 3, 2000 (see Note 3).
Ascent completed an initial public offering (the "Offering") of its common
stock on December 18, 1995. Prior to the Offering, Ascent was a wholly owned
subsidiary of COMSAT Corporation ("COMSAT"). Until June 27, 1997 COMSAT
continued to own a majority (80.67%) of Ascent's common stock and control
Ascent. On June 27, 1997, COMSAT consummated the distribution of its 80.67%
ownership interest in Ascent to the COMSAT shareholders on a pro-rata basis in a
transaction that was tax-free for federal income tax purposes (the
"Distribution"). As discussed in Notes 1 and 12 to the Company's 1999
Consolidated Financial Statements, Ascent and COMSAT entered into a Distribution
Agreement and a Tax Disaffiliation Agreement in connection with the
Distribution. Accordingly, in order to maintain the tax-free status of the
Distribution, Ascent is subject to numerous restrictions under the Distribution
Agreement, most of which have expired. The most significant restriction still in
place is that Ascent shall not take any action, nor fail or omit to take any
action, that would cause the Distribution to be taxable or cause any
representation made in the ruling documents to be untrue in a manner which would
have an adverse effect on the tax-free status of the Distribution.
On February 22, 2000, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Liberty Media Corporation ("Liberty") and
Liberty AEG Acquisition, Inc. ("Merger Sub"), an indirect wholly-owned
subsidiary of Liberty. Pursuant to the Merger Agreement, Merger Sub commenced a
tender offer (the "Offer"), offering Ascent stockholders $15.25 in cash for each
share of Ascent common stock. Liberty commenced the Offer on February 29, 2000
which expired at midnight on March 27, 2000 whereupon approximately 25.2 million
shares of Ascent common stock were validly tendered and not withdrawn pursuant
to the Offer. On March 28, 2000, Merger Sub accepted for payment all shares of
Ascent common stock tendered, which constituted approximately 85% of the total
outstanding shares of Ascent common stock. Merger Sub purchased such shares at
an aggregate purchase price of approximately $385 million with funds contributed
to it by Liberty from its cash on hand. Under the terms of the Merger Agreement,
Merger Sub was merged with and into Ascent (the "Merger"). The Merger occurred
on June 8, 2000. At the time of the Merger, Ascent became an indirect,
wholly-owned subsidiary of Liberty and all outstanding shares not owned by
Liberty with respect to which appraisal rights were not properly exercised were
converted into the right to receive $15.25 per share in cash on the terms and
conditions set forth in the Merger Agreement. Pursuant to the Merger, the
charter of Merger Sub immediately prior to the Merger became the charter of the
Company effective upon the Merger, each outstanding share of the Company's
common stock held by Liberty or Merger Sub was canceled and each outstanding
share of common stock of Merger Sub was converted into a share of Common Stock
of the Company. There were 1,000 shares of Common Stock of the Company
outstanding, all of which were held indirectly by Liberty.
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<PAGE> 7
In connection with this Merger, Liberty elected to not push down the
purchase consideration due to the Company's outstanding Senior Secured Notes.
As a result of the Company becoming a member of Liberty's consolidated tax
group for federal income tax purposes, the Company and Liberty will enter into a
Tax Sharing Agreement. Until such time, Ascent will calculate its tax provision
as if prepared on a separate return basis. Pursuant to a proposed Tax Sharing
Agreement, taxes payable or receivable with respect to periods after the Merger
will be reflected in the receivable due from (to) Liberty and settled annually.
During the three month period ended March 31, 2000, the Company expensed
approximately $8.5 million of costs associated with the Merger Agreement,
primarily investment banker and legal costs. In addition, severance costs for
employees of the parent company, totaling $3.8 million, were incurred as a
result of the change of control of the Company pursuant to the Merger Agreement.
While these costs have been accrued as an obligation of the Company, they have
been recorded as a receivable, to be reimbursed by Liberty when the Company
makes the severance payments. Accordingly, such costs have not been expensed by
the Company during the three or six month periods ended March 31, 2000 and June
30, 2000 respectively, and the Company has reflected a receivable due from
Liberty.
NOTE 3 - DISCONTINUED OPERATIONS:
Beacon - On January 20, 1999, the Company sold 90% of its interest in Beacon
to an investor group controlled by Beacon's management and venture capital
investors (the "Buyers") pursuant to a Purchase and Sale Agreement (the
"Purchase Agreement"). The purchase price for the 90% interest was $19.0 million
in cash, net of certain adjustments. At closing, approximately $15.9 million in
cash was received. After the sale of the 90% interest, the Company had no future
obligations to fund any of Beacon's liabilities or film development or
production commitments. During the first quarter of 1999, the Company reported a
gain of $3.2 million on the sale of 90% of its interest in Beacon. The Company
began accounting for Beacon as a discontinued operation as of December 31, 1998.
During the second and third quarters of 1999, the Company attempted to
collect the remaining balance due under the Purchase Agreement of $900,000.
Beacon filed a claim against the Company seeking an adjustment to the purchase
price. Pursuant to the Purchase Agreement, any disputes or disagreements among
the parties were to be settled pursuant to binding arbitration in the State of
California. The arbitration commenced in November 1999 and on February 21, 2000,
the arbitrator issued his opinion awarding Beacon approximately $3.5 million
which was paid in May of 2000. Accordingly, the Company recorded a $3.5 million
loss during the fourth quarter of 1999, resulting in the recognition of a $0.2
million loss (net of the gain recognized during the first quarter of 1999) from
the sale of its 90% interest in Beacon during fiscal 1999.
In July 2000, the Company exercised its option pursuant to an Option
Agreement to require the Buyers to purchase Ascent's remaining 10% interest in
Beacon. Subsequently, on July 3, 2000, the Company received $2.1 million in cash
in accordance with the terms of the Option Agreement and assigned its interest
in Beacon to the buyers. The Company will recognize a gain of approximately $2.1
million during the third quarter of 2000 in connection with the sale of its
interest in Beacon.
Sports-related businesses - The Company began accounting for the
Sports-related businesses as a discontinued operation as of March 31, 1999,
pursuant to guidance contained in Emerging Issues Task Force Issues (EITF) No.
95-18, "Accounting and Reporting for Discontinued Business Segment when the
Measurement Date occurs after the Balance Sheet Date but before the Issuance of
the Financial Statements." That is, in conjunction with the Company entering
into an agreement on April 25, 1999 to sell its Sports-related businesses, the
Sports-related businesses met the conditions for classification as discontinued
operations contained in EITF 95- 18. While the agreement dated April 25, 1999
was terminated and a subsequent agreement to sell the Sports-related businesses
to The Sturm Group was terminated on December 1, 1999 (see Note 3 to the
Company's 1999 Consolidated Financial Statements), it continued to be the
Company's intent to sell its Sports-related businesses.
7
<PAGE> 8
On April 24, 2000, the Company entered into a definitive Purchase and Sale
Agreement (the "Sports Sale Agreement") to sell the Sports-related businesses to
a group of entities controlled by E. Stanley Kroenke (the "Kroenke entities").
On July 6, 2000, the Company consummated the sale of its Sports-related
businesses to the Kroenke entities for approximately $267.7 million in net cash
proceeds. In addition, the Kroenke entities assumed approximately $136.2 million
in outstanding nonrecourse Arena Note obligations. An indirect wholly-owned
subsidiary of Liberty retained an approximate 6.5% interest in the
Sports-related businesses, with an agreed upon valuation of approximately $18.7
million.
In the third quarter of 2000, Ascent expects to report a pre-tax gain, net
of transaction costs, of approximately $146.0 million on the sale of the
Sports-related businesses. Transaction costs, including investment banker and
attorney fees and expenses and other associated costs of the transaction are
estimated to be approximately $3.7 million and will be netted against the gain
from the transaction for financial reporting purposes.
The loss from the Sports-related businesses, net of tax, for the three-month
and six-month periods ending March 31, 2000 and 1999 is as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31 JUNE 30
------------------------- -------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Revenues $ 42,968 $ 26,102 $ 117,050 $ 64,713
=========== =========== =========== ===========
Income (loss) from discontinued operations
before taxes $ 6,643 $ (245) $ 3,631 $ (10,509)
Income tax benefit -- 470 -- 1,492
----------- ----------- ----------- -----------
Income (loss) from discontinued operations $ 6,643 $ 225 $ 3,631 $ (9,017)
=========== =========== =========== ===========
</TABLE>
The net assets of the discontinued operations included in the condensed
consolidated balance sheets as of June 30, 2000 and December 31, 1999, consist
of the following:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
--------- --------------
(IN THOUSANDS)
<S> <C> <C>
Current assets $ 45,494 $ 61,997
Property and equipment, net 190,475 194,823
Restricted cash held in trust 10,676 30,915
Franchise rights, net 85,337 87,745
Other assets 23,725 21,685
Current liabilities, including current portion of (99,474) (154,680)
Arena notes
Long-term portion of non-recourse Arena notes (126,685) (126,685)
Other long term liabilities (32,049) (33,584)
--------- --------------
Net assets of discontinued operations $ 97,499 $ 82,216
========= ==============
</TABLE>
4. INVESTMENT IN CORPORATE JOINT VENTURE
On June 29, 2000, OCC and an unrelated party, STS Hotel Net, LLC ("STS")
entered into a Letter Agreement (the "STS Agreement") to jointly form and
operate a new entity. The new entity will be engaged in the development and
management of Internet distribution services to the lodging industry and other
customer groups. Terms of the STS Agreement provide for On Command to contribute
$20.0 million in cash for a 45% ownership share, for STS to contribute its
existing assets, liabilities and businesses for a 45% ownership share and for
officers and employees to own a 10% interest. In conjunction with the signing of
the STS Agreement, On Command made an initial investment of $2.0 million on June
29, 2000. The Company will fund its remaining capital commitment of $18.0
million at closing, which is anticipated to occur in the near term. Closing of
the transaction is subject to numerous conditions, including approval of all
governmental and regulatory authorities. OCC's investment in the Joint Venture
will be accounted for using the equity method.
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5. LONG-TERM DEBT
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
--------- --------------
(in thousands)
<S> <C> <C>
Senior Secured Discount Notes, 11.875%, due
2004, net of unamortized discount of
$55,799 and $65,078 $ 169,201 $ 159,922
OCC Revolving Credit Facility, variable rate,
due 2002 200,000 180,000
OCC Line of Credit 5,000 --
--------- --------------
Total Long Term Debt $ 374,201 $ 339,922
========= ==============
</TABLE>
Bank Credit Facilities - At June 30, 2000, the OCC revolving credit facility
provided for borrowings up to $200.0 million, matured in 2002 and, subject to
certain conditions could be renewed for an additional two years. Based on
borrowings outstanding at June 30, 2000, OCC had no access to additional
long-term financing under the OCC revolving credit facility. (See Note 6 of the
Company's 1999 Consolidated Financial Statements).
On June 29, 2000, OCC obtained an additional line of credit facility from a
bank to provide for unsecured borrowings of up to $10.0 million, at the bank's
prime rate. At June 30, 2000, the Company had borrowed $5.0 million under this
line of credit, which was due and payable on the earlier of July 31, 2000 or the
date on which a definitive credit agreement shall have been fully executed and
delivered with respect to a proposed $350.0 million revolving credit facility.
On July 18, 2000, OCC entered into a new credit agreement with a group of
banks (the "OCC Credit facility"), replacing the existing $200.0 million
revolving credit facility and the $10.0 million line of credit. The new
agreement provides OCC with unsecured borrowings of up to $350.0 million for the
next five years. Several options are available to borrow at floating interest
rates based on LIBOR (London Interbank Offered Rate) or the bank's alternate
base rate (prime rate). The new OCC Credit facility contains covenants that
place certain limits on OCC's ability to pay dividends or make distributions on
its equity, repurchase equity, merge or acquire another entity, incur debt or
create liens on assets, among other things. In addition, the new OCC Credit
facility requires OCC to meet certain leverage and interest coverage tests. In
connection with OCC entering into the OCC Credit facility, the Company and the
Indenture Trustee entered into a supplement to the Indenture for the Senior
Notes to clarify that OCC'S subsidiaries could guarantee the OCC Credit
facility.
In connection with the Merger (see Note 2), Ascent terminated the Ascent
Credit Facility (see Note 6 of the Company's 1999 Consolidated Financial
Statements).
Senior Notes - As a result of the acquisition by Liberty of the Company's
stock pursuant to the Offer, which constituted a change in control under the
terms of the Senior Notes, the Company was required to offer to redeem the
Senior Notes at 101% of their accreted value within 60 to 90 days after such
change in control. On April 27, 2000, the Company notified the registered
holders of the Senior Notes of its offer to purchase the Senior Notes pursuant
to the terms of the Indenture (the "Purchase Right Notice"). The Purchase Right
Notice provided that the Company would pay a cash purchase price for the Senior
Notes equal to 101% of the accreted value on the date of purchase. Pursuant to
the Purchase Right Notice, the noteholders had until May 30, 2000 to tender
their notes. A total of $350,000 in cash was paid to noteholders who tendered.
The consummation of the Merger would have resulted in a technical default
under the Indenture for the Senior Notes, but prior to the Merger the Company
and the Indenture Trustee entered into a supplement to the Indenture, amending
the applicable covenant such that the Merger would not constitute a default.
Under the terms of Ascent's outstanding Senior Notes, to the extent that within
one year of the sale of the Sports-related businesses, Ascent does not use the
net cash proceeds for certain permitted uses under the Senior Note Indenture,
Ascent will be required to use all remaining proceeds to offer to repurchase the
Senior Notes at 100% of their accreted value.
6. CONTINGENCIES
On September 11, 1998, OCC reached an agreement with LodgeNet Entertainment
Corporation ("LodgeNet") to settle all pending litigation between the companies.
As a result, the two providers of in-room entertainment and information services
to the lodging industry have dismissed all pending litigation between the
parties in United States Federal District Courts in California and South Dakota,
with no admission of liability by either party. The terms of the confidential
settlement include a cross-license of each company's patented technologies at
issue to the other party and a covenant not to engage in patent litigation
against the other party for a period of five years. Each company is responsible
for its own legal costs and expenses, and in connection with the multiple
cross-
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<PAGE> 10
licenses, OCC expects to receive royalty payments, net of legal fees and
expenses, in an aggregate amount of approximately $10,800,000. OCC received the
first payment of approximately $2,900,000 (net of expenses) in September 1998
and received the second payment of approximately $3,950,000 (net of expenses) in
July 1999. OCC received the final payment of approximately $3,900,000 (net of
expenses) in July 2000. OCC has recognized the royalty revenue as payments are
received.
In September 1998, On Command Video Corporation, a wholly owned subsidiary
of OCC ("OCV") filed suit against MagiNet Corporation ("MagiNet"), alleging a
breach by MagiNet of a license agreement between OCV and MagiNet, and
terminating the license agreement. OCV has also demanded the payment of license
fees from MagiNet which OCC believes were due and payable under the License
Agreement and have not been paid by MagiNet. MagiNet has counter-claimed against
OCV and OCC, alleging that OCV breached the license agreement, and alleging
various torts by OCV and OCC in their respective relationships with MagiNet.
While the outcome of MagiNet's counterclaim cannot be predicted with certainty,
the Company intends to defend itself vigorously and expects that any liability,
to the extent not covered by insurance or otherwise, will not have a material
adverse effect on the financial condition of the Company.
In June 1999, the Company and certain of its present and former directors
were named as defendants in lawsuits filed by shareholders (the "Shareholder
lawsuits") in June 1999 in the Delaware Court of Chancery. These proposed class
actions asserted that the Company's agreement to sell the Company's
Sports-related businesses to entities controlled by William and Nancy Laurie
constituted a sale of substantially all assets of the Company, thereby requiring
a shareholder vote, and resulted from breaches of fiduciary duties by the
director defendants (see Note 3 of Notes to Condensed Consolidated Financial
Statements). On June 23, 1999, the Company, the director defendants and the
Laurie-controlled purchasing entities that were also named as defendants,
entered into an agreement with the shareholder plaintiffs to settle the
lawsuits. Under the settlement agreement, the Company, the director defendants,
and the Laurie-controlled entities agreed, among other things, to amend the
terms of the proposed sale to the Laurie entities to permit the Company to
conduct a new process in which the Company would solicit additional offers for
the purchase of the Sports-related businesses. The Company and the director
defendants also agreed, among other things, to engage an additional investment
banker to assist in the new auction process, and to add Peter W. May to the
Company's Board of Directors. On July 27, 1999, as a result of the new auction
process, the Company entered into a definitive agreement to sell the
Sports-related businesses to The Sturm Group. The settlement of the Shareholder
lawsuits is subject to the approval of the Delaware Court of Chancery after a
hearing that is anticipated to occur after the closing of the sale of the
Sports-related businesses. If approved by the Court, the settlement would result
in, among other things, the dismissal with prejudice of the claims asserted in
the Shareholder lawsuits and the payment by the Company of plaintiff attorney
fees and expenses in an amount to be approved by the Court. During the three
month period ended March 31, 2000, the Company recorded a $3.0 million charge
for costs anticipated in conjunction with the contemplated settlement of the
Shareholder lawsuits and, as of June 30, 2000, the Company had accrued legal
costs totaling approximately $4.0 million in connection with this proposed
settlement.
The Company is a party to certain additional legal proceedings in the
ordinary course of its business. However, the Company does not believe that any
such legal proceedings will have a material adverse effect on the Company's
financial position or results of operations.
7. SEGMENT OPERATING RESULTS
As discussed in Note 11 to the Company's 1999 Consolidated Financial
Statements, the Company implemented Statement of Financial Accounting Standards
(SFAS) No. 131, "Disclosures about Segments of an Enterprise and Related
Information", during the fourth quarter of 1998. In accordance with the
provisions of SFAS No. 131, the Company classified its businesses into 3
reporting segments: multimedia distribution, network services and entertainment.
The multimedia distribution segment includes the video distribution and
on-demand video entertainment services provided by OCC to the lodging industry.
The network services segment includes the results of ANS and the video
distribution services it provides to the NBC television network and other
private networks. The Company's former entertainment segment (see Note 2 of
Notes to Condensed Consolidated Financial Statements) included the Denver
Nuggets, the Colorado Avalanche and the Arena Company. Results by segment are as
follows:
10
<PAGE> 11
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
2000 1999 2000 1999
---------- ---------- ---------- ----------
(DOLLARS IN MILLIONS)
(UNAUDITED)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues:
Multimedia Distribution $ 65.8 $ 62.6 $ 130.7 $ 123.8
Network Services 5.5 5.7 10.6 10.8
---------- ---------- ---------- ----------
Total revenues $ 71.3 $ 68.3 $ 141.3 $ 134.6
========== ========== ========== ==========
Operating income (loss):
Multimedia Distribution(1) $ (3.9) $ (6.5) $ (5.7) $ (11.6)
Network Services 2.5 1.2 4.7 2.2
Corporate (1.0) (5.0) (17.8) (8.0)
---------- ---------- ---------- ----------
Total operating loss $ (2.4) $ (10.3) $ (18.8) $ (17.4)
========== ========== ========== ==========
OTHER DATA:
EBITDA(2):
Multimedia Distribution $ 18.8 $ 18.3 $ 37.3 $ 36.5
Network Services 2.9 3.1 5.5 6.0
General & Administrative (.9) (4.9) (17.7) (7.9)
---------- ---------- ---------- ----------
Total EBITDA 20.8 16.5 25.1 34.6
---------- ---------- ---------- ----------
Less reconciling item - depreciation
and amortization (23.2) (26.7) (43.9) 52.0
---------- ---------- ---------- ----------
Total operating loss $ (2.4) $ (10.2) $ (18.8) $ (17.4)
========== ========== ========== ==========
Capital Expenditures:
Multimedia Distribution $ 33.6 $ 20.4 $ 53.2 $ 40.6
Network Services .3 .1 .5 .2
---------- ---------- ---------- ----------
Total Capital Expenditures $ 33.9 $ 20.5 $ 53.7 $ 40.8
========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
AS OF JUNE 30,
2000 1999
---------- ----------
<S> <C> <C>
Room Data (Relates only to Multimedia
Distribution):
Number of Guest-Pay rooms:
On-Demand 906,000 858,000
Schedule only 63,000 84,000
---------- ----------
Total Guest-Pay rooms 969,000 942,000
========== ==========
</TABLE>
(1) The Multimedia Distribution segments' operating results reflect the
allocation of intangible asset amortization incurred by Ascent resulting
from the acquisition of OCV by Ascent.
(2) EBITDA represents earnings from continuing operations before interest
expense, income taxes, depreciation and amortization, other income
(expense) and non-cash charges related to stock based compensation. The
most significant difference between EBITDA and cash provided from operating
activities is changes in working capital. EBITDA is presented because it is
a widely accepted financial indicator used by certain investors and
analysts to analyze and compare companies on the basis of operating
performance. In addition, management believes EBITDA provides an important
additional perspective on the Company's operating results and the Company's
ability to service its long-term debt and fund the Company's operations.
EBITDA is not intended to represent cash flows for the period, or to depict
funds available for dividends, reinvestment or other discretionary uses.
EBITDA has not been presented as an alternative to operating income or as
an indicator of operating performance and should not be considered in
isolation or as a substitute for measures of performance prepared in
accordance with generally accepted accounting principles, which are
presented and discussed in Item 2 under Liquidity and Capital Resources.
See the Company's 1999 Consolidated Financial Statements and the Notes
thereto. The Company's method for calculating EBITDA may be different than
other companies and thus not comparable.
11
<PAGE> 12
8. NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standard Board (the "FASB") issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
which defines derivatives, requires that all derivatives be carried at fair
value, and provides for hedging accounting when certain conditions are met. SFAS
No. 133, which has been amended by SFAS 137, is effective for the Company's
fiscal year ending December 31, 2001. The Company does not believe adoption of
SFAS No. 133 will have a material impact on the Company's financial position,
results of operations, or cash flows.
In December 1999, the Securities and Exchange Commission (the "SEC")
released Staff Accounting Bulletin No. 101 ("SAB 101") "Revenue Recognition in
Financial Statements," which provides guidance on the recognition, presentation
and disclosure of revenue in financial statements filed with the SEC.
Subsequently, the SEC released SAB 101B, which delayed the implementations date
of SAB 101 for registrants with fiscal years beginning between December 16, 1999
and March 15, 2000. The Company does not expect the impact on its financial
position or results of operations to be material.
In March 2000, the FASB issued FASB Interpretation No. 44 "Accounting for
Certain Transactions involving Stock Compensation" and interpretation of APB
Opinion No. 25 ("FIN 44"). This opinion provides guidance on the accounting for
certain stock options transactions and subsequent amendments to stock option
transactions. FIN 44 is effective July 1, 2000, but certain conclusions cover
specific events that occur after either December 15, 1998 or January 12, 2000.
To the extent that FIN 44 covers events occurring during the period from
December 15, 1998 and January 12, 2000, but before July 1, 2000, the effect of
applying this interpretation are to be recognized on a prospective basis. The
Company does not expect the impact on its financial position or results of
operations to be material.
9. SUBSEQUENT EVENT
Following negotiations between OCC and Jerome H. Kern ("Kern"), its Chairman
and CEO, regarding the terms of Kern's equity purchase from OCC, on August 10,
2000, OCC sold to Kern 13,500 shares of OCC's Series A Convertible Participating
Preferred Stock, which shares are initially convertible into 1,350,000 shares of
OCC's common stock. The price of the preferred shares was $1,562.50 per share.
The preferred shares participate in any dividends paid to the holders of the
common stock but otherwise are not entitled to receive any dividends. The
preferred shares have a liquidations preference of $.01 per share; thereafter,
the preferred shares are entitled to participate with the common stock in
distributions upon liquidation on an as-converted basis. The holders of the
preferred shares vote with the holders of the common stock as a single class and
are entitled to one vote per share. OCC loaned Kern $21,080,250 to finance the
acquisition of the preferred shares. This loan is secured by the preferred
shares or their proceeds and Kern's personal obligations under such loan are
limited. The note may not be prepaid and interest on the note accrues at a rate
of 7% per annum, compounded quarterly. The promissory note matures on August 1,
2005, at which time all principal and interest become due. Kern's right to
transfer the preferred shares is restricted.
12
<PAGE> 13
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
GENERAL:
Certain of the statements in this report are forward-looking and relate to
anticipated future events and operating results. Statements which look forward
in time are based on management's current expectations and assumptions, which
may be affected by subsequent developments and business conditions, and
necessarily involve risks and uncertainties. Therefore, there can be no
assurance that actual future results will not differ materially from anticipated
results. Although the Company has attempted to identify some of the important
factors that may cause actual results to differ materially from those
anticipated, those factors should not be viewed as the only factors which may
affect future operating results. Accordingly, the following should be read in
conjunction with the Condensed Consolidated Financial Statements (unaudited)
included in this filing, and with the Consolidated Financial Statements, notes
thereto, and Management's Discussion and Analysis of Financial Condition and
Results of Operations contained in the Company's 1999 Annual Report on Form 10-
K, as previously filed with the Commission.
SEASONALITY, VARIABILITY AND OTHER:
The Company's businesses are subject to the effects of both seasonality and
variability.
The Multimedia Distribution segment revenues are influenced principally by
hotel occupancy rates and the "buy rate" or percentage of occupied rooms at
hotels that buy movies or other services at the property. Higher revenues are
generally realized during the summer months and lower revenues realized during
the winter months due to business and vacation travel patterns which impact the
lodging industry's occupancy rates. Buy rates generally reflect the hotel's
guest mix profile, the popularity of the motion pictures or services available
at the hotel and the guests' other entertainment alternatives.
ANALYSIS OF OPERATIONS
The Company's continuing operations are comprised of the results of On
Command Corporation, Ascent Network Services and the parent company, Ascent
Entertainment Group, Inc. The Company's discontinued operations are comprised of
the results of the Company's former entertainment segment, which included the
Denver Nuggets, the Colorado Avalanche and the Arena Company which the Company
sold on July 6, 2000 (see Note 3 of Notes to the Condensed Consolidated
Financial Statements). In addition, discontinued operations include the results
of the Company's former subsidiary, Beacon, in which a 90% interest was sold on
January 20, 1999, and the remaining 10% on July 3, 2000.
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
Continuing Operations
Revenues for the second quarter of 2000 were $71.3 million, an increase of
$3.0 million or 4.4%, as compared to $68.3 million in revenues for the second
quarter of 1999. This increase is attributable to a $3.2 million increase in
revenues at OCC within the Multimedia Distribution segment. The increase in
revenues at OCC is primarily attributable to higher total rooms being served
during the period, and a higher percentage of total rooms being served by higher
revenue producing on-demand equipment in the second quarter of 2000, as compared
to the same period of 1999. In addition, OCC's revenues increased due to strong
buy rates for feature movies during the quarter, reduced movie denial rates, as
well as increasing Internet, game and guest programming revenues.
Cost of services for the second quarter of 2000 were $49.6 million, an
increase of $2.7 million or 5.8%, compared to $46.9 million in the second
quarter of 1999. Cost of services at OCC increased by $2.7 million. This
increase in costs at OCC is due primarily to increased direct costs associated
with the increase in movie revenues at OCC (primarily, hotel commissions and
free-to-guest expenses) combined with an increase in other operating expenses,
which is due to increases in costs of spare parts, freight costs and in
administrative expenses, primarily personnel and consulting.
Depreciation and amortization for the second quarter of 2000 was $23.2
million, a decrease of $3.6 million or 13.1%, compared to $26.7 million in the
second quarter of 1999. This decrease occurred primarily due to the absence of
depreciation costs for certain video systems assets acquired during the 1996
merger between Spectravision and OCC, which were fully depreciated at the end of
1999. In addition, depreciation and amortization expense at ANS decreased by
$1.5 million during the second quarter of 2000 as compared to the same period
last year. ANS depreciated the equipment relating to the network distribution
system over the term of the original agreement with NBC, which expired in
December 1999. Accordingly, depreciation expense relating to such equipment has
decreased, as such equipment was fully depreciated as of December 31, 1999.
13
<PAGE> 14
General and administrative expenses, which include only those costs incurred
by the parent company, were $0.9 million for the second quarter of 2000, a
decrease of $4.0 million, as compared to $4.9 million for the second quarter of
1999. This decrease primarily reflects the reduction in salaries and employee
benefit costs of $.6 million at the parent company due to reduction in
employees, reduced legal and professional service costs and other cost
containment efforts at the parent company and, a decrease in compensation
expense associated with the Company's stock appreciation rights (SARs) of $2.4
million during the second quarter of 2000 as compared to the comparable period
in 1999. During the first quarter of 2000, in conjunction with the Merger
Agreement with Liberty, the Company expensed and recognized the full amount due
to holders of the Company's SARs and accordingly, no SAR expense was recognized
during the second quarter of 2000. In comparison, during the second quarter of
1999, SAR expenses were recognized due to increases in the Company's stock
price.
Interest and other income decreased by $2.0 million in the second quarter of
2000 as compared to the same period last year. This decrease is primarily
attributable to the non-recurrence of a $1.8 million gain that the Company
recognized from the sale of investment securities during the three month period
ended June 30, 1999.
Interest expense increased by $1.3 million in the second quarter of 2000 as
compared to the second quarter of 1999. This increase is attributable to
additional borrowings incurred during 2000 at OCC combined with an increase in
borrowing costs at Ascent, primarily those costs related to the interest
accretion on the Company's 11.875% Senior Secured Discount Notes issued in
December 1997 (the "Senior Notes").
The Company recorded an income tax expense from continuing operations of $.8
million during the second quarter of 2000 as compared to a $1.0 million income
tax benefit from continuing operations during the second quarter of 1999. The
decline in the Company's effective tax benefit during the second quarter of 2000
is due to the Company's inability to recognize tax benefits from its operating
losses due to uncertainties regarding its ability to realize a portion of the
benefits associated with future deductible temporary differences (deferred tax
assets) and net operating loss carryforwards, prior to their expiration.
Minority interest in loss of subsidiary reflects the losses attributable to
the minority interest in the Company's 57% owned subsidiary, OCC.
Discontinued Operations
The combined income from discontinued operations totaled $6.6 million during
the second quarter of 2000 as compared to income of $.2 million during the
second quarter of 1999. The increase in income is primarily due to the
improvement in the operations of the Colorado Avalanche and the Denver Nuggets,
partially offset by the operations of the Arena Company. The improvement in
operating results for the Avalanche during 2000 is attributable to an increase
in playoff revenues from the teams participation in the 2000 Stanley Cup
playoffs, including an incremental increase in attendance, which has resulted in
increased ticket and ancillary sales revenues (parking and concessions). In
addition, revenues for the Nuggets increased during the second quarter of 2000
as compared to 1999, due primarily to increased attendance. While the Arena
Company has realized significant increases in revenues and earnings, before
interest, taxes, depreciation and amortization, these improved financial results
(due principally to the Arena Company being an operating entity during the
second quarter of 2000 as compared to being under construction during the
comparable period in 1999) were more than offset by increased depreciation and
amortization charges at the Arena Company during the three months ended June 30,
2000.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
Continuing Operations
Revenues for the six months ended June 30, 2000 were $141.4 million, an
increase of $6.8 million or 5.1%, as compared to $134.6 million in revenues for
first half of 1999. This increase is attributable to a $6.9 million increase in
revenues at OCC within the Multimedia Distribution segment. The increase in
revenues at OCC is primarily attributable to higher total rooms being served
during the period, and a higher percentage of total rooms being served by higher
revenue producing on-demand equipment in the six months ended June 30, 2000, as
compared to the same period of 1999. In addition, OCC's revenues increased due
to strong buy rates for feature movies during the quarter, reduced movie denial
rates, as well as increasing Internet, game and guest programming revenues.
14
<PAGE> 15
Cost of services for the six months ended June 30, 2000 were $98.5 million,
an increase of $6.5 million or 7.1%, compared to $92.0 million during the first
half of 1999. Cost of services at OCC increased by $6.1 million. This increase
in costs at OCC is due to increased direct costs associated with the increase in
movie revenues at OCC (primarily studio royalties, hotel commissions and
free-to-guest expenses) partially offset by reduced operating expenses.
Depreciation and amortization for the six months ended June 30, 2000 was
$43.9 million, a decrease of $8.1 million or 15.6%, compared to $52.0 million
during the same period of 1999. This decrease occurred primarily due to the
expiration of depreciation costs for certain video systems assets acquired
during the 1996 merger between Spectravision and OCC, which were fully
depreciated at the end of 1999. In addition, depreciation and amortization
expense at ANS decreased by $3.0 million during the six months ended June 30,
2000 as compared to the same period last year. ANS depreciated the equipment
relating to the network distribution system over the term of the original
agreement with NBC, which expired in December 1999. Accordingly, depreciation
expense relating to such equipment has decreased, as such equipment was fully
depreciated as of December 31, 1999.
General and administrative expenses, which include only those costs incurred
by the parent company, were $17.8 million for the six months ended June 30,
2000, an increase of $9.9 million, as compared to $7.9 million during the same
period of 1999. This increase primarily reflects the costs relating to the
Merger Agreement with Liberty. Specifically, $8.5 million of expenses were
recognized in connection with the Company's Merger Agreement with Liberty,
primarily investment banker and legal costs, and an additional $3.0 million of
costs were accrued in conjunction with the contemplated settlement of the
Shareholder lawsuits (see Note 6 of Notes to Condensed Consolidated Financial
Statements). These merger related costs were partially offset by reductions in
salaries and employee benefit costs at the parent company due to a reduction in
employees, reduced legal and professional service costs and various other cost
containment efforts.
Interest and other income decreased by $1.9 million during the six months
ended June 30, 2000 as compared to the same period last year. This decrease is
primarily attributable to the non-recurrence of a $1.8 million gain that the
Company recognized from the sale of investment securities during the three month
period ended June 30, 1999.
Interest expense increased $3.0 million during the six months ended June 30,
2000 as compared to the same period of 1999. This increase is attributable to
additional borrowings incurred at OCC during 2000 combined with an increase in
borrowing costs at Ascent, primarily those costs related to the interest
accretion on the Company's Senior Notes.
The Company recorded an income tax expense from continuing operations of $.9
million during the six months ended June 30, 2000 as compared to a $1.3 million
income tax benefit from continuing operations during the same period of 1999.
The decline in the Company's effective tax benefit during the six months ended
June 30, 2000 is due to the Company's inability to recognize tax benefits from
its operating losses due to uncertainties regarding its ability to realize a
portion of the benefits associated with future deductible temporary differences
(deferred tax assets) and net operating loss carryforwards, prior to their
expiration.
Minority interest in loss of subsidiary reflects the losses attributable to
the minority interest in the Company's 57% owned subsidiary, OCC.
Discontinued Operations
The combined income from discontinued operations totaled $3.6 million during
the six months ended June 30, 2000 as compared to a loss of $9.0 million during
the same period of 1999. The decreased loss is primarily due to the improvement
in the operations of the Colorado Avalanche, the Arena Company and the Denver
Nuggets. The improvement in operating results for the Avalanche during 2000 is
attributable to an increase in revenues from more home games and an incremental
increase in attendance, which has resulted in increased ticket and ancillary
sales revenues (parking and concessions) combined with an increase in playoff
revenues from the team's participation in the 2000 Stanley Cup playoffs. The
Arena Company's improved financial results are due principally to the Arena
Company being an operating entity during the first half of 2000, as compared to
being under construction during the comparable period in 1999. Finally, revenues
for the Nuggets increased during the six months ended June 30, 2000 as compared
to 1999 and this increase more than offset the increase in operating expenses
(primarily player salaries) during this same period.
The $3.2 million gain from sale of discontinued operations, net of taxes,
during the first quarter of 1999 reflects the gain from the sale of the
Company's 90% interest in Beacon. As discussed in Note 3 to the Condensed
Consolidated Financial Statements, this gain was reduced during the fourth
quarter of 1999 when an arbitrator awarded Beacon $3.5 million as an adjustment
to the original purchase price.
15
<PAGE> 16
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents decreased by $27.1 million since December 31, 1999
to $33.2 million at June 30, 2000. The primary sources of cash during the first
half of 2000 were cash from continuing operating activities of $18.1 million and
bank borrowings at OCC of $25.0 million. Cash was expended primarily for
property and equipment at OCC, specifically $53.2 million of capital
expenditures were incurred at OCC to support continued hotel installations with
the OCX and OCV systems, conversions of SpectraVision systems and other fixed
asset purchases.
Long-term debt totaled $374.2 million at June 30, 2000 as compared to $339.9
million at December 31, 1999. The increase in long-term debt is attributable to
additional bank borrowings of $25.0 million at OCC and the accretion of interest
on the Company's Senior Notes. The Arena Revenue Backed Notes of $136.2 million
(the "Arena Notes") which were issued by the Arena Company's beneficially owned
trust, are classified in the Company's consolidated balance sheet in the net
assets of discontinued operations. The Arena Notes are non-recourse to the Arena
Company, but the Arena Company is obligated to the noteholders to operate the
Pepsi Center in a first-class manner, as defined. In connection with the sale of
the Sports-related businesses (see Note 3 of Notes to Condensed Consolidated
Financial Statements), the Arena Notes will remain the obligation of an entity
to be acquired by the Kroenke entities.
On July 7, 2000, the Company received net cash proceeds of approximately
$267.6 million upon the closing of the Sports sale. The Company's cash
requirements through the remainder of 2000 are expected to include (i) the
continuing conversion and installation by OCC of on-demand in-room video
entertainment systems, (ii) funding the operating requirements of Ascent and
OCC, (iii) the payment of interest under the OCC Credit Facility, (iv) the
payment of transaction costs relating to the Liberty merger and the sale of the
Sports-related businesses, (v) funding of investments made by OCC in STS and
(vi) the redemption, if any, of the Company's Senior Notes at the election of
the Company. The Company anticipates that OCC's funding for its operating
requirements and capital expenditures for the continued conversion and
installation by OCC of on-demand services will be funded primarily through cash
flows from OCC's operations and borrowings under the OCC Credit Facility. On
Command expects that the available cash, cash flows from operations and funds
currently available under the OCC Credit Facility will be sufficient to finance
its expected investment in in-room video systems for the foreseeable future.
Management of the Company believes that the available cash, cash flows from
operating activities, and proceeds from the sale of the Company's Sports-related
businesses (see Note 6 of the Company's 1999 Notes to Consolidated Financial
Statements) will be sufficient for the Company, and its Ascent Network Services
division to satisfy their capital expenditure and finance working capital
requirements during 2000. Pursuant to the terms of the Senior Notes and as a
result of the acquisition by Liberty of the Company, the Company offered to
redeem the Senior Notes at 101% of their accreted value as of May 31, 2000 (see
Note 4 of Notes to Condensed Consolidated Financial Statements). A total of
$350,000 was paid to noteholders who tendered. Under the terms of Ascent's
outstanding Senior Notes, to the extent that within one year of the sale of the
Sports-related businesses, Ascent does not use the net cash proceeds for certain
permitted uses under the Senior Note Indenture, Ascent will be required to use
all remaining proceeds to offer to repurchase the Senior Notes at 100% of their
accreted value. It is likely that the net cash proceeds from the closing of the
Sports sale is adequate to satisfy all of the Company's obligations under the
Senior Notes.
INFLATION
Inflation has not significantly impacted the Company's financial position or
operations.
16
<PAGE> 17
INFORMATION SYSTEMS AND THE YEAR 2000
The Company and its subsidiaries had developed formal plans to identify,
evaluate and implement changes to its computer systems as necessary to address
the Year 2000 issue. Through the date of this report, there have been no adverse
effects on the Company's business, results of operations or financial condition
as a result of Year 2000 problems with its computer systems and operations. In
addition, the Company has not encountered any Year 2000 problems with any of its
vendors or customers. Although the Company has made reasonable efforts to
identify and protect itself with respect to external Year 2000 problems, there
can be no assurance that the Company will not be affected by such problems. The
Company will consider the necessity of implementing a formal contingency plan to
mitigate any adverse effects associated with the Year 2000 issue, should any
arise.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK. The Company's exposure to market risk for changes in
interest rates relate primarily to the Company's investment portfolio, including
restricted investments, and long-term debt obligations. The Company does not use
derivative financial instruments in its investment portfolio. The Company places
its investments with high credit quality issuers and, by policy and debt
restrictions, limits the amount of credit exposure to any one issuer. As stated
in its policy, the Company is averse to principal loss and attempts to ensure
the safety and preservation of its invested funds by limiting default risk and
market risk.
The Company mitigates default risk by investing in only the safest and
highest credit quality securities. The portfolio includes only short-term
investment securities with active secondary or resale markets to ensure
portfolio liquidity. At June 30, 2000, the weighted average interest rate on the
Company's cash and cash equivalent balance of $33.2 million was 6.5% consisting
of fixed rate short-term investments.
The Company does have exposure to interest rate changes for portions of its
debt obligations. No cash flow exposure exists on the Company's Senior Notes as
they represent fixed-rate obligations. (See Note 4 to the Condensed Consolidated
Financial Statements). However, revolving loans extended under the OCC Credit
Facility generally bear an interest rate that is variable and based on the
London Interbank Offering Rate ("LIBOR") and on certain operating ratios at OCC.
At June 30, 2000, OCC had $200.0 million outstanding, under the OCC Revolving
Credit Facility and $5.0 million outstanding under its bank line of credit, with
a weighted average interest rate of approximately 7.3%. Assuming no increase or
decrease in the amount outstanding a hypothetical immediate 100 basis point
increase (or decrease) in interest rates would have increased (or decreased) the
Company's annual interest expense and cash outflow by $1.0 million for the
remaining six-months of 2000.
FOREIGN CURRENCY RISK. The Company, through OCC, transacts business in
various foreign currencies, primarily in Canada, Asia and in certain European
countries. The Company believes the risks of foreign exchange rate fluctuations
on its present operations are not material to the Company's overall financial
condition. However, should the Company's international operations continue to
grow, the Company will consider using foreign currency contracts, swap
arrangements, or other financial instruments designed to limit exposure to
foreign exchange rate fluctuations.
17
<PAGE> 18
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company and its subsidiary are defendants and may be potential
defendants in lawsuits and claims arising in the ordinary course of its
business (see Note 6 of Notes to the Condensed Consolidated Financial
Statements). While the outcomes of such claims, lawsuits, or other
proceedings cannot be predicted with certainty, management expects that such
liability, to the extent not provided for by insurance or otherwise, will
not have a material adverse effect on the financial condition of the
Company.
Item 2. Change in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(A) Exhibit
4.1 First Supplemental Indenture dated June 8, 2000 to the
Indenture between Ascent Entertainment Group, Inc. and The
Bank of New York, as Trustee, dated December 22, 1997.
4.2 Second Supplemental Indenture dated July 17, 2000 to the
Indenture between Ascent Entertainment Group, Inc. and The
Bank of New York, as Trustee, dated December 22, 1997.
10.1 Employment Agreement by and among Liberty Media
Corporation and Ascent Entertainment Group, Inc. and Arthur
M. Aaron.
10.2 Employment Agreement by and among Liberty Media
Corporation and Ascent Entertainment Group, Inc. and David
A. Holden.
27.0 Financial Data Schedule
(B) Reports on Form 8-K:
1.) The Registrant filed with the Commission on April 12,
2000, a Form 8-K describing that (i) the cash Tender Offer
of Liberty Media Corporation had expired and that
approximately 85% of Ascent's common stock had been
purchased by AEG Acquisition, Inc. and (ii) that a new
Ascent board has been appointed, consisting entirely of
Liberty Media Corporation appointees.
2.) The Registrant filed with the Commission on April 26,
2000 a Form 8-K describing the dismissal of Deloitte &
Touche, LLP as its independent public accountant and the
engagement of KPMG, LLP as its independent public
accountant.
3.) The Registrant filed with the Commission on July 19,
2000 a Form 8-K describing that the previously reported sale
of its Sports-related business to a group of entities
controlled by E. Stanley Kroenke had been consummated.
18
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Ascent Entertainment Group, Inc.
By: /s/ David A. Holden
-------------------------------------------------
David A. Holden
Vice President, Finance
(Principal Accounting Officer)
Date: August 14, 2000
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4.1 First Supplemental Indenture dated June 8, 2000 to the
Indenture between Ascent Entertainment Group, Inc. and
The Bank of New York, as Trustee, dated December 22, 1997.
4.2 Second Supplemental Indenture dated July 17, 2000 to the
Indenture between Ascent Entertainment Group, Inc. and
The Bank of New York, as Trustee, dated December 22, 1997.
10.1 Employment Agreement by and among Liberty Media
Corporation and Ascent Entertainment Group, Inc. and
Arthur M. Aaron.
10.2 Employment Agreement by and among Liberty Media
Corporation and Ascent Entertainment Group, Inc. and
David A. Holden.
27 Financial Data Schedule
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